Common use of Increase in Aggregate Commitments Clause in Contracts

Increase in Aggregate Commitments. The Borrower may, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount for all such increases not to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); (b) at the time of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); (c) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (d) (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (e) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) attached thereto are resolutions adopted by

Increase in Aggregate Commitments. The Borrower Borrowers may, at any time and from time to time prior to the Maturity Date, upon prior written notice by the Borrower Borrowers to the Administrative applicable Agent, increase the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, and/or the Aggregate PR Commitments (but not the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit) ), by a maximum aggregate amount for all such increases not to exceed $250,000,000400,000,000 for all such increases, with additional Commitments from any existing Lender or new Commitments from one or more other Persons Eligible Assignees selected by the Borrower Borrowers and reasonably acceptable to the Administrative applicable Agent, the applicable Swing Line Lender (as applicable) and the L/C Issuer and the Swing Line Lender Issuers (so long as such Persons would be Eligible Assigneesapplicable); provided, that: : (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); thereof; (b) at the time no Default or Event of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) continuing at the representations and warranties time of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); ; (c) no existing Lender shall be under any obligation to increase any of its Commitment Commitments and any such decision whether to increase any of its Commitment Commitments shall be in such Lender’s sole and absolute discretion; (d); (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative applicable Agent, and/or (ii) any existing Lender electing to increase its relevant Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative applicable Agent; and ; (e) the Borrower as a condition precedent to such increase, ▇▇▇▇▇ shall have delivered deliver to the Administrative applicable Agent a certificate of a Responsible Officer of the Borrower applicable Borrowers dated as of the date of such increase signed duly authorized officers of each such Borrower (i) certifying that and attaching the resolutions adopted by such Borrowers approving or consenting to such increase, and (ii) in the case of ▇▇▇▇▇, certifying that, before and after giving effect to such increase, (A) the conditions set forth representations and warranties contained in clause Section 5.01, Section 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 are true at and as of the time of the effective date of such increase, with the same effect as if made at and as of that time (bexcept to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date) above have been met, and (B) attached thereto are resolutions adopted byno Default or Event of Default exists or would result in connection with such increase; (f) ▇▇▇▇▇ shall deliver to the applicable Agent a certificate demonstrating that, upon giving pro forma effect to such increase (and assuming for such purpose that the entire amount of such increase is fully drawn), ▇▇▇▇▇ would be in compliance with the ratio set forth in Section 7.08 as of the most recent fiscal quarter for which ▇▇▇▇▇ was required to deliver financial statements pursuant to Section 6.04(a) or 6.04(b); and (g) Schedule 2.01 shall be deemed revised to include any increase in the applicable Commitments pursuant to this Section 2.15 and to include thereon any Eligible Assignee that becomes a Lender pursuant to this Section 2.15. The applicable Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any non-ratable increase in the Commitments under this Section 2.15. In connection with any increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, or the Aggregate PR Commitments pursuant to this Section 2.15, Ryder, the applicable Agent and each Lender providing a portion of such increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, or the Aggregate PR Commitments with respect to such increase, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the applicable Agent determines to be reasonably necessary to evidence such increase. This Section 2.15 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.

Increase in Aggregate Commitments. The Borrower Borrowers may, at any time and from time to time prior to the Maturity Date, upon prior written notice by the Borrower Borrowers to the Administrative applicable Agent, increase the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, and/or the Aggregate PR Commitments (but not the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit) ), by a maximum aggregate amount for all such increases not to exceed $250,000,000200,000,000 for all such increases, with additional Commitments from any existing Lender or new Commitments from one or more other Persons Eligible Assignees selected by the Borrower Borrowers and reasonably acceptable to the Administrative applicable Agent, the applicable Swing Line Lender (as applicable) and the L/C Issuer and the Swing Line Lender Issuers (so long as such Persons would be Eligible Assigneesapplicable); provided, that: : (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); thereof; (b) at the time no Default or Event of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) continuing at the representations and warranties time of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); ; (c) no existing Lender shall be under any obligation to increase any of its Commitment Commitments and any such decision whether to increase any of its Commitment Commitments shall be in such Lender’s sole and absolute discretion; (d); (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative applicable Agent, and/or (ii) any existing Lender electing to increase its relevant Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative applicable Agent; and ; (e) the Borrower as a condition precedent to such increase, ▇▇▇▇▇ shall have delivered deliver to the Administrative applicable Agent a certificate of a Responsible Officer of the Borrower applicable Borrowers dated as of the date of such increase signed duly authorized officers of each such Borrower (i) certifying that and attaching the resolutions adopted by such Borrowers approving or consenting to such increase, and (ii) in the case of ▇▇▇▇▇, certifying that, before and after giving effect to such increase, (A) the conditions set forth representations and warranties contained in clause Section 5.01, Section 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 are true at and as of the time of the effective date of such increase, with the same effect as if made at and as of that time (bexcept to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date) above have been met, and (B) attached thereto are resolutions adopted byno Default or Event of Default exists or would result in connection with such increase; (f) ▇▇▇▇▇ shall deliver to the applicable Agent a certificate demonstrating that, upon giving pro forma effect to such increase (and assuming for such purpose that the entire amount of such increase is fully drawn), ▇▇▇▇▇ would be in compliance with the ratio set forth in Section 7.08 as of the most recent fiscal quarter for which ▇▇▇▇▇ was required to deliver financial statements pursuant to Section 6.04(a) or 6.04(b); and (g) Schedule 2.01 shall be deemed revised to include any increase in the applicable Commitments pursuant to this Section 2.15 and to include thereon any Eligible Assignee that becomes a Lender pursuant to this Section 2.15. The applicable Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any non-ratable increase in the Commitments under this Section 2.15. In connection with any increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, or the Aggregate PR Commitments pursuant to this Section 2.15, Ryder, the applicable Agent and each Lender providing a portion of such increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, or the Aggregate PR Commitments with respect to such increase, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the applicable Agent determines to be reasonably necessary to evidence such increase. This Section 2.15 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.

Increase in Aggregate Commitments. The Borrower Borrowers may, at any time and from time to time prior to the Maturity Date, upon prior written notice by the Borrower Borrowers to the Administrative applicable Agent, increase the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, and/or the Aggregate PR Commitments (but not the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the U.K. Swing Line Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit) ), by a maximum aggregate amount for all such increases not to exceed $250,000,000200,000,000 for all such increases, with additional Commitments from any existing Lender or new Commitments from one or more other Persons Eligible Assignees selected by the Borrower Borrowers and reasonably acceptable to the Administrative applicable Agent, the applicable Swing Line Lender (as applicable) and the L/C Issuer and the Swing Line Lender Issuers (so long as such Persons would be Eligible Assigneesapplicable); provided, that: : (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); thereof; (b) at the time no Default or Event of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) continuing at the representations and warranties time of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); ; (c) no existing Lender shall be under any obligation to increase any of its Commitment Commitments and any such decision whether to increase any of its Commitment Commitments shall be in such Lender’s sole and absolute discretion; (d); (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative applicable Agent, and/or (ii) any existing Lender electing to increase its relevant Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative applicable Agent; and ; (e) the Borrower as a condition precedent to such increase, Ryder shall have delivered deliver to the Administrative applicable Agent a certificate of a Responsible Officer of the Borrower applicable Borrowers dated as of the date of such increase signed duly authorized officers of each such Borrower (i) certifying that and attaching the resolutions adopted by such Borrowers approving or consenting to such increase, and (ii) in the case of Ryder, certifying that, before and after giving effect to such increase, (A) the conditions set forth representations and warranties contained in clause Section 5.01, Section 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 are true at and as of the time of the effective date of such increase, with the same effect as if made at and as of that time (bexcept to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date) above have been met, and (B) attached thereto are resolutions adopted byno Default or Event of Default exists or would result in connection with such increase; (f) Ryder shall deliver to the applicable Agent a certificate demonstrating that, upon giving pro forma effect to such increase (and assuming for such purpose that the entire amount of such increase is fully drawn), Ryder would be in compliance with the ratio set forth in Section 7.08 as of the most recent fiscal quarter for which Ryder was required to deliver financial statements pursuant to Section 6.04(a) or 6.04(b); and (g) Schedule 2.01 shall be deemed revised to include any increase in the applicable Commitments pursuant to this Section 2.15 and to include thereon any Eligible Assignee that becomes a Lender pursuant to this Section 2.15. The applicable Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any non-ratable increase in the Commitments under this Section 2.15. In connection with any increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, or the Aggregate PR Commitments pursuant to this Section 2.15, Ryder, the applicable Agent and each Lender providing a portion of such increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, or the Aggregate PR Commitments with respect to such increase, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the applicable Agent determines to be reasonably necessary to evidence such increase. This Section 2.15 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.

Increase in Aggregate Commitments. The Borrower Borrowers may, at any time and from time to time prior to the Maturity Date, upon prior written notice by the Borrower Borrowers to the Administrative applicable Agent, increase the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, and/or the Aggregate PR Commitments (but not the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the U.K. Swing Line Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit) ), by a maximum aggregate amount for all such increases not to exceed $250,000,000200,000,000 for all such increases, with additional Commitments from any existing Lender or new Commitments from one or more other Persons Eligible Assignees selected by the Borrower Borrowers and reasonably acceptable to the Administrative applicable Agent, the applicable Swing Line Lender (as applicable) and the L/C Issuer and the Swing Line Lender Issuers (so long as such Persons would be Eligible Assigneesapplicable); provided, that: : (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); thereof; (b) at the time no Default or Event of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) continuing at the representations and warranties time of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); ; (c) no existing Lender shall be under any obligation to increase any of its Commitment Commitments and any such decision whether to increase any of its Commitment Commitments shall be in such Lender’s sole and absolute discretion; (d); (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative applicable Agent, and/or (ii) any existing Lender electing to increase its relevant Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative applicable Agent; and ; (e) the Borrower as a condition precedent to such increase, ▇▇▇▇▇ shall have delivered deliver to the Administrative applicable Agent a certificate of a Responsible Officer of the Borrower applicable Borrowers dated as of the date of such increase signed duly authorized officers of each such Borrower (i) certifying that and attaching the resolutions adopted by such Borrowers approving or consenting to such increase, and (ii) in the case of ▇▇▇▇▇, certifying that, before and after giving effect to such increase, (A) the conditions set forth representations and warranties contained in clause Section 5.01, Section 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 are true at and as of the time of the effective date of such increase, with the same effect as if made at and as of that time (bexcept to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date) above have been met, and (B) attached thereto are resolutions adopted byno Default or Event of Default exists or would result in connection with such increase; (f) ▇▇▇▇▇ shall deliver to the applicable Agent a certificate demonstrating that, upon giving pro forma effect to such increase (and assuming for such purpose that the entire amount of such increase is fully drawn), ▇▇▇▇▇ would be in compliance with the ratio set forth in Section 7.08 as of the most recent fiscal quarter for which ▇▇▇▇▇ was required to deliver financial statements pursuant to Section 6.04(a) or 6.04(b); and (g) Schedule 2.01 shall be deemed revised to include any increase in the applicable Commitments pursuant to this Section 2.15 and to include thereon any Eligible Assignee that becomes a Lender pursuant to this Section 2.15. The applicable Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any non-ratable increase in the Commitments under this Section 2.15. In connection with any increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, or the Aggregate PR Commitments pursuant to this Section 2.15, Ryder, the applicable Agent and each Lender providing a portion of such increase in the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, or the Aggregate PR Commitments with respect to such increase, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the applicable Agent determines to be reasonably necessary to evidence such increase. This Section 2.15 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.